DIRECTORS' REPORT The Members, VISAGAR POLYTEX LIMITED Your Directors are pleased to present their 32nd Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the nine months year ended March 31, 2015 and the Auditors Report thereon. OPERATIONS AND FUTURE PLANS: During the nine months period ended the Company recorded profit after tax of Rs. 170.97/- Lacs in comparison to the profit after tax of Rs. 101.02/- Lacs recorded in entire previous year 2013-14. The abovementioned profit for 2014-15 pertains to nine (9) months whereas the profit in comparison of previous year pertains to a period of twelve (12) years. Therefore, your Directors are proud to inform that the profit after tax for nine months ended 31st March 2015 had increased by Rs. 69.77 Lacs from previous year. The increase in the profits has encouraged the growth of the Company and is attributed towards favourable market conditions and expansion of Company's product line. Your Directors are optimistic that with new installed machineries and better designing and execution of job work, the Company will record good profit in coming years also. DIVIDEND: The Directors recommend a dividend of 3% (Rs. 0.03 per equity share of Re. 1/- each) for the nine months period ended March 31, 2015. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. CHANGE IN FINANCIAL YEAR: The Board of Directors of the Company in their Meeting held on 06th April 2015 approved change in the financial year of the Company from June- July to April - March effective from 1st April, 2014. In view of the same, the current financial year is for a period of 9 months, i.e., 1st July 2014 to 31st March, 2015 DIRECTORS: In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kanwarlal Rathi [DIN: 06441986] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED: During the period under review, no new Director and Key Managerial Personnel have been appointed on or resigned from the Board. But as a good governance practice and in order to keep our shareholders informed, we would like to state that the following Key Managerial Personnel have been resigned and appointed in the Company before the Board's report was finalised: ¦ Mr. Sagar Kothari has been appointed as Chief Financial Officer with effect from 6th April, 2015. ¦ Mr. Alok Jain, Company Secretary resigned with effect from 20th May, 2015. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up action are ensured wherever required. CHANGE IN THE NATURE OF BUSINESS: During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Textile manufacturing and trading division. DECLARATION FROM INDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A". MEETINGS OF THE BOARD: During the nine months period ended 31st March 2015, five Board Meetings were held by the Company on 25th July 2014, 30th August 2014, 11th November 2014, 26th November 2014 and 14th February 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE & NSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. NOMINATION AND REMUNERATION COMMITTEE POLICY: The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report as hosted on the www.visagarpolytex.in , website of the Company. AUDIT COMMITTEE: The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Shivesh Singh, Ms. Pooja Bhardwaj and Mr. Tilokchand Kothari. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Shivesh Singh who is an Independent Director. The detail of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. AUDITORS & THEIR REPORT: ¦ STATUTORY AUDITORS M/s. Sudhir M. Desai & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. The Statutory Auditors M/s. Sudhir M. Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the nine months period ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Your Directors recommend reappointment of M/s. Sudhir M. Desai & Co. as the Auditors of the Company. ¦ SECRETARIAL AUDIT REPORT: In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates. The Secretarial Auditor's Report is attached as annexure and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report. The Secretarial Audit Report forms part of this Notice as "Annexure B". ¦ INTERNAL AUDITOR: The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act. The internal audit report is reviewed by the audit committee. RISK MANAGEMENT: Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Policy has been hosted on Company's website www.visagarpolytex.in . PUBLIC DEPOSITS: The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under. RELATED PARTY TRANSACTIONS: There were no related party transactions in the Company. Hence, Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link <http://vpl.visagar.com/attachments/policyrtp.pdf>. The Disclosures on related party transactions are set out in Notes to the Financial Statement. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186: Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: During the nine months period ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company have occurred between the period ended 31st March 2015 to which financial results relate and the date of the Report. PERFORMANCE EVALUATION OF THE BOARD: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities. SHARE CAPITAL: The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 16,786,400/-divided into 16,786,400 Equity Shares of Re. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. DEMATERIALISATION OF SHARES: Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE370E01029 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant. LISTING OF SHARES: Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and the National Stock Exchange Limited. The Annual Listing Fees to both the Stock Exchanges has been duly paid by the Company. INSURANCE: The fixed assets of the Company have been adequately insured. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO: Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the "Annexure C" and forms part of this Report. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report as "Annexure - D". SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure - E". PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard. LISTING OF SHARES: Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and the National Stock Exchange Limited. The Annual Listing Fees to both the Stock Exchanges has been duly paid by the Company. INSURANCE: The fixed assets of the Company have been adequately insured. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO: Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the "Annexure C" and forms part of this Report. CORPORATE GOVERNANCE: As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report as "Annexure - D". SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. MANAGEMENT DISCUSSION AND ANALYSIS: Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as "Annexure - E". PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard. SEXUAL HARASSMENT POLICY: The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the current financial year. Number of Complaints received: Nil Number of Complaints disposed off: Nil ACKNOWLEDGEMENT: Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and cooperation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year. By Order of the Board of Directors For Visagar Polytex Limited Sd/- Tilokchand Kothari Chairman & Managing Director (DIN: 00413627) Date: 30.05.2015 Place: Mumbai |